Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 6, 2026 (the “Effective Date”) is entered into by and between Midera Food Processing, Inc. (the “Parent”), Alkar Holdings, Inc. (the “Company” and collectively with the Parent, the “Employer”) and Mark M. Salman (“Employee”).
R E C I T A L S
The Employer desires to extend an offer of employment to Employee as Chief Executive Officer of the Employer and Employee desires to serve the Employer in such capacities, all on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, Employee’s employment by the Employer, the compensation to be paid to Employee while employed by the Employer, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1.Employment. The Employer agrees to employ Employee and Employee agrees to be employed by the Employer subject to the terms and provisions of this Agreement.
2.Term. The term of this Agreement shall be for a period commencing on the Effective Date and ending on the third anniversary thereof (the “Initial Term Conclusion Date”), unless sooner terminated as provided in Section 5; provided, however, that the term of this Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year each for periods after the Initial Term Conclusion Date, unless Employee or the Employer, as the case may be, provides at least ninety (90) days prior written notice to the other party of an intention not to renew this Agreement.
3.Duties. Employee shall serve as Chief Executive Officer of the Employer and shall have such powers and duties as may be from time to time prescribed by the Employer’s Board of Directors (the “Board”). Employee shall devote substantially all of his time and effort as reasonably may be required for him to perform the duties and responsibilities to be performed by him under the terms of this Agreement.
(a)Base Salary. The Employer shall pay to Employee a base salary at a rate per annum of $750,000, payable in accordance with the normal payroll practices of the Employer.
(b)Incentive Compensation. Employee shall be eligible to participate in, and earn an annual bonus under, the annual management incentive programs adopted by the Employer from time to time, including, if applicable, the Value Creation Incentive
Plan (“VCIP”) or other plan in effect from time to time, subject to all terms and conditions thereof, based upon the achievement of performance targets established in the sole discretion of the Employer. Employee shall be eligible for a target annual bonus opportunity under such annual management incentive programs of 100% of Employee’s base salary (and a maximum annual bonus opportunity under such annual management incentive programs of 200% of Employee’s base salary), based upon the achievement of performance targets established in the sole discretion of the Employer.
5.Termination. Employee’s employment hereunder may be terminated by the Employer or by Employee at any time, with or without cause, or by the death of Employee. Employee shall be eligible to participate in, and receive benefits under, the Company Executive Severance Plan as a Tier I Participant (as defined in the Company Executive Severance Plan) pursuant to the terms and conditions thereof; provided that if duties assigned by the Employer to Employee are materially diminished, and such change in duties is not cured by the Employer within sixty (60) days following receipt by the Board of written notice from Employee within ten (10) days of the occurrence of the event giving rise to such claim, a termination of employment by Employee due to such change in duties within ten (10) days after expiration of the cure period and shall be deemed a termination by the Employer of Employee’s employment without Cause, for purposes of the Company Executive Severance Plan.
6.Payment. Payment of all compensation and benefits to Employee hereunder shall be made in accordance with the relevant policies of the Employer in effect from time to time and shall be subject to all applicable employment and withholding taxes.
7.Successors. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Employer and its successors and assigns.
This Agreement shall inure to the benefit of Employee’s heirs, legatees, legal representatives and assigns, but neither this Agreement nor any right or interest hereunder shall be assignable by Employee without the Employer’s prior written consent.
8.Notices. All notices, requests, demands and other communications made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered, at the time delivered or (b) if mailed, at the time mailed at any general or branch United States Post Office enclosed in a certified post-paid envelope addressed to the address of the respective parties as follows:
To the Employer:
Midera Food Processing, Inc.
10275 West Higgins Road, Suite 300
Rosemont, IL 60018
Attn: Legal Department
With a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
320 S. Canal St.
Chicago, IL 60606
Attention: Shilpi Gupta
Email: Shilpi.Gupta@skadden.com
To Employee:
Mark Salman
at the address on record at the Company
or to such other address as the party to whom notice is to be given may have previously furnished to the other party in writing in the manner set forth above; provided that notices of changes of address shall only be effective upon receipt.
9.Modifications and Waivers. This Agreement may be modified or amended only by a written instrument executed by the Employer and Employee. No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel to enforce any provision of this Agreement except by written instrument of the party charged with such waiver or estoppel.
10.Entire Agreement. This Agreement supersedes all prior agreements between the parties hereto relating to the subject matter hereof and constitutes the entire agreement of the parties hereto relating to the subject matter hereof.
11.Law Governing. The validity, interpretation, construction, performance and enforcement of this Agreement shall be governed by the laws of the State of Illinois without regard to principles of conflicts of laws.
12.Invalidity. The invalidity or unenforceability of any term or terms of this Agreement shall not invalidate, make unenforceable or otherwise affect any other term of this Agreement which shall remain in full force and effect.
13.Headings. The headings contained herein are for reference only and shall not affect the meaning or interpretation of this Agreement.
14.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15.Section 409A. It is intended that the payments and benefits under this Agreement comply with, or as applicable, constitute a short-term deferral or otherwise be exempt from, the provisions of Section 409A. The Employer shall administer and interpret this Agreement in a manner so that such payments and benefits comply with, or are otherwise exempt from, the provisions of Section 409A. Any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply
therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Employee shall not be considered to have terminated employment with the Employer for purposes of this Agreement and no payments shall be due to Employee under this Agreement providing for payment of amounts on termination of employment unless Employee would be considered to have incurred a “separation from service” from the Employer within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s termination of employment shall instead be paid on the first business day after the date that is six months following Employee’s termination of employment (or upon death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Employee pursuant to this Agreement which constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. Any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed.
16.Indemnification. In his capacity as a director, manager, officer, or employee of the Employer or serving or having served any other entity as a director, manager, officer, or employee at the Employer’s request, Employee shall be indemnified and held harmless by the Employer to the fullest extent allowed by law from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Employee may be involved, or threatened to be involved, as a party or otherwise by reason of Employee’s status, which relate to or arise out of the Employer, their assets, business or affairs. The Employer shall advance all expenses incurred by Employee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 16, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. Employee shall be entitled to coverage under the Employer’s or the Employer’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Employer. After Employee is no longer employed by the Employer, the Employer shall keep in effect the provisions of this Section 16, which
provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of Employee. Notwithstanding anything herein to the contrary, the provisions of this Section 16 shall survive the termination of this Agreement for any reason and the expiration of the term of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
MIDERA FOOD PROCESSING, INC.
By: /s/ Robert A. Nerbonne
Robert A. Nerbonne
Chairman, Midera Food Processing, Inc. Board of Directors
ALKAR HOLDINGS, INC.
By: /s/ Robert A. Nerbonne
Robert A. Nerbonne
Chairman, Midera Food Processing, Inc.
Board of Directors
EMPLOYEE
By: /s/ Mark M. Salman
Mark M. Salman